With no opponents, Mentor Graphics' board nominees win election

The OregonianMentor Graphics' headquarters sit on 53 acres in Wilsonville.

Mentor Graphics Corp. shareholders approved the Wilsonville company's nominees to its eight-member board at the annual shareholder meeting Wednesday, a formality since no one nominated outside candidates.

A year ago, Mentor fought -- and lost -- a bruising proxy contest with its largest shareholder, billionaire Carl Icahn. Icahn, who called for Mentor's sale, won shareholder backing for three of his own nominees.

Both Icahn and the influential shareholder advisory firm Institutional Shareholder Services had urged investors to withhold their votes for Mentor's board in protest of the company's decision to extend a "poison pill" that effectively blocks Icahn or other outsiders from acquiring more than 15 percent of the company.

Corporate governance watchdogs are often critical of poison pills -- known formally as "shareholder rights plans" -- for subverting investor interests. In an interview last week, though, Mentor chairman and chief executive Wally Rhines said the board acted in most investors' interest.

"Stocks go up and down, and they want to have assurance that someone won't take advantage of a down period in the stock," Rhines said. "People who study the industry or study the stock market will conclude there are times when a shareholder rights plan is a valuable protection for a large percentage of the shareholders."

Also at Wednesday's meeting, a representative from the AFL-CIO presented a letter urging shareholders to withhold their votes for David Schechter, the one Icahn nominee that Mentor recommended that shareholders re-elect.

"We are concerned that Mr. Schechter's support for Carl Icahn's plan to sell the company is not in the best interests of long-term shareholders," the labor federation wrote. -- Mike Rogoway; twitter: @rogoway; phone: 503-294-7699